Common use of Acquisition of Intra-Group Liabilities Clause in Contracts

Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to: (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if, at the time of that action, an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities. (c) The restrictions in paragraph (b) above shall not apply if: (i) an Instructing Group consents to that action; or (ii) that action is taken to facilitate Payment of: (A) prior to the Primary Discharge Date, any Senior Liabilities, Senior Notes Trustee Amounts and/or Senior Parent Notes Trustee Amounts; and (B) on or after the Primary Discharge Date, any Senior Parent Liabilities.

Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to: (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if, at the time of that action, an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities. (c) The restrictions in paragraph (b) above shall not apply if: (i) an Instructing Group consents to that action; or (ii) that action is taken to facilitate Payment of: (A) prior to the Primary First/Second Lien Discharge Date, any Senior Liabilities, any Agent Liabilities, Senior Notes Trustee Amounts and/or Senior Parent Notes Trustee Amounts; and (B) on or after the Primary First/Second Lien Discharge Date, any Senior Parent Liabilities or, as the case may be, Senior Parent Debt Proceeds Loan Liabilities.

Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to: (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities ifif that action would result in a breach of: (A) (prior to the Senior Discharge Date) the Senior Facilities Agreement; or (B) prior to the Senior Secured Notes Discharge Date), a Senior Secured Notes Indenture(s) pursuant to which any Senior Secured Notes remain outstanding (as applicable); or (ii) at the time of that action, an a Senior Secured Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilitiesoccurred. (c) The restrictions in paragraph (b) above shall not apply if: (i) prior to the later of the Senior Secured Discharge Date an Instructing Group consents to that action; or (ii) that action is taken to facilitate Payment of: (A) prior to of the Primary Discharge Date, any Senior Liabilities, Secured Liabilities or the Senior Notes Trustee Amounts and/or Senior Parent Secured Notes Trustee Amounts; and (B) on or after the Primary Discharge Date, any Senior Parent Liabilities.

Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to: (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if, at the time of that action, an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities. (c) The restrictions in paragraph (b) above shall not apply if: (i) an Instructing Group consents to that action; or (ii) that action is taken to facilitate Payment of: (A) prior to the Primary First/Second Lien Discharge Date, any Senior Liabilities, Senior Notes Trustee Amounts and/or Senior Parent Notes Trustee Amounts; and (B) on or after the Primary First/Second Lien Discharge Date, any Senior Parent Liabilities or, as the case may be, Senior Parent Debt Proceeds Loan Liabilities.